Zukunftsangst
by x-Avarice-x
Summary: "He cannot prevent what must happen, but he can return what has been lost." *The 10th Doctor and Donna land in London 2053 to find it decimated. They soon realise that much more is at stake than one city; in the end, it could very well be their sanity.*
1. Prologue

_I can remember exactly when it happened._

_ It was a long time ago, now. Many years ago, when the sky was crimson and the green grass stained with the blood of a million species._

_ They descended from the sky, the Mal'akh, swarming our planet and taking every resource they could find for themselves. They killed, maimed, stole. They pillaged across planet Earth, taking everything, even our children._

_ He came too late to save us._

_ He promised he'd always come, but he didn't._

_ And we died._


	2. Chapter 1

For this story, you will need to have seen season 3 of _Torchwood_. For those of you that haven't seen _Torchwood_, or even don't like _Torchwood_, you can easily watch season 3, "Children of Earth", without watching any other seasons. It consists of 5 one-hour episodes and you won't miss out on any of the emotional impact that it has, because it's truly intense. It's excellent and I would highly recommend it. If you haven't seen it, there are spoilers galore in here, just to warn.

A million thanks to Enhas for beta-ing! I hope you all like this! Set during Season 4 between "Midnight" and "Turn Left", when the Doctor is still travelling with Donna. The title of this fic, "Zukunftsangst", is German and translates to "fear of the future".

**Disclaimer****:** I do not own _Doctor Who_, _Torchwood_, or anything related to them. I also do not own the quotes that I borrowed/will borrow from books/movies/TV shows/people for this fic.

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><p><em>"Alas, regardless of their doom,<em>

_The little victims play!_

_No sense have they of ills to come,_

_Nor care beyond today."_

_~ Thomas Gray ~_

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><p>Donna Noble was asleep.<p>

The Doctor sat in the TARDIS's library, reading the five books of the Hitchhiker's Guide To The Galaxy trilogy for the seventh time. He peeled his second banana and munched on it happily, flipping page after page and giggling to himself. The flame in the fireplace gently warmed his feet, casting a glow over the many bookcases and out-of-place light fixtures. The TARDIS was peaceful, for now at least.

Being alone unnerved him slightly, as strange as it sounded. It had only been a few days since the planet called Midnight. The worst of humanity... and what had hurt the most had been his inability to stop them. He shuddered and quickly swept the thoughts from his head, returning to his book. He knew every word already, but that didn't make them any less amusing. There was a sudden knock on the door and he almost jumped out of his skin. He subconsciously reached into his pocket for his sonic screwdriver, but stopped when a mop of ginger hair appeared from behind the door. "What're you doin'?"

The Doctor almost threw the banana down indignantly. "Donna, you scared me out of my ridiculously clever mind!" He gently set the book down and stood from the armchair, facing her. "I was reading. It _is_ a library."

"Oi, don't get smart with me, Spaceman!" She yawned. "It's morning. I think."

"Good, morning is good..." He trailed off, watching her and eating the last of his snack. "And...?"

She groaned. "You're impossible." The door promptly shut with the ginger woman still on the outside. "Bloody Spaceman..."

He scratched his head. "What was... Oh." It suddenly occurred to him that he had promised to make her breakfast after the uncomfortably gooey run in with the Slitheen yesterday. _Well... Dang it._ "Donna wait!" He tossed the empty banana peel in a conveniently placed trash can and ran off after her.

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Just as he knew she would, Donna had stomped off to take a shower instead of immediately heading to breakfast. Her showers took a good percentage of an hour, so he would make her favorite breakfast. "Hates eggs, loves bacon... Or is it the other way around?" He paused, carton of eggs in one hand, package of bacon in the other. He shook his head and put both back. She really liked french toast anyway.

Donna emerged fresh and clean from her shower to the smell of cinnamon. After dressing in slacks and a dress shirt in a lovely, dark shade of teal, she followed the scent all the way to the kitchen to find a Time Lord practically covered head to toe in powdered sugar. There were two immaculate plates of cinnamon french toast on the table, complete with the finest maple syrup in the universe. She raised an eyebrow at his clothes. "The pilot of the TARDIS can't make french toast without covering himself in it?"

"Oi! I made you food, didn't I?" He waved a spatula at her threateningly. "Eat your food, missy."

She gave him a mock salute. "Aye-aye, Captain Cannoli!" She quickly sat down, ignoring the incredulous expression on his sugared face. She poured the warm syrup over her french toast and immediately began to eat, the food melting on her tongue. "This is delicious!"

"It ought to be!" He replied, sitting down on the chair across from her, completely sugar-less.

"How'd you do that?" she demanded.

"Do what?" he asked, around a bite of toast. There were slices of banana all over his. Typical.

"The powdered sugar!" She gestured to his outfit with her fork. "Where did it go?"

"Magic," he smirked, shoving a large bite into his mouth. The banana was a very nice touch indeed. "Wait, do you hear that?"

Donna paused mid chew, ignoring his claims of magical sugar cleaning. She was sure the TARDIS had something to do with it. "Hear what?"

"There's a beep..." He stood with a grin and grabbed his plate, carrying it all the way to the console room as he ran. Donna quickly followed him with her own, having no intention of leaving the pure deliciousness behind. It might get lonely, after all.

"Ridiculous amounts of running..." The TARDIS console was beeping quite loudly now, as though it was trying to get the Doctor's attention. "What is it?" Donna asked, her french toast already half gone.

"I don't know," he answered truthfully. He wolfed down the rest of his food as he pressed buttons and pulled switches. "Something in the year... 2053. On Earth, you humans!" He shoved the last bite of toast into his mouth, perturbed. "Always needing to be saved!" He set the empty plate on the chair behind him. "Hurry up and finish Donna!"

"Oi! I will eat at my own pace, thank you!" She declared, purposely finishing the last bit of toast as slowly as possible. The Doctor stared and sighed, foot tapping. Donna smacked her lips smartly and set her plate on top of his. "That was good."

"Like I said, it ought to be," he replied, pre-emptively latching on to the console. "Hold on tight! 2053 is on its way! And if you get sick on this floor..."

"Oh, shut up and go!" she yelled, grabbing onto the console as the TARDIS lurched to the side, promptly sending them spiralling off into the Time Vortex.

xxxxxxxxxx

The time machine landed with a resounding thud, as per usual. The Doctor straightened his suit and watched Donna put the strands of her hair back in place. He had to hide a smirk and she almost hit him. "Come on Donna! August 26th, 2053 in London, exactly 45 years in your future!"

"I'm old!" she complained, following his excited gait down the ramp.

"No you aren't, you're lovely," he declared, slipping his brown coat over his shoulders. She just smiled and rolled her eyes at his flattery. "Ready?" He offered her his arm as gentlemanly as he could. She let out a chuckle, but took it anyway. He reached for the TARDIS door and pulled it open to find-

"...What?"

They immediately became aware of a thick, dark smog coating the sky above the city. The air was hard to breathe and the Doctor asked the TARDIS to extend the air shield slightly for them. She obliged and Donna breathed a momentary sigh of relief. They were in some sort of alleyway between a pair of old, brick buildings that were barely holding themselves together. "Everything looks... a bit bleak," Donna said, observing their surroundings.

"Something isn't right here," the Doctor declared, gently dropping her arm and leaving the safety of the air shield. "Come on!" He took off running to the end of the alleyway, red trainers thudding on the pavement. He skidded to an abrupt halt as London opened up before him. "No..."

Donna quickly caught up, but felt her muscles seize up in terror, blue eyes going wide in shock as she gasped. "Doctor...?"

The London skyline was completely destroyed. Buildings were reduced to rubble, shadows of their former selves. Smashed vehicles were strewn about, as if discarded by the invisible hand of an oversized child. The twisted cage of a bus lay in the middle of the road to their right. Bits of buildings were charred black, remnants of a dead fire. And the streets were completely deserted. Not a single person was to be found. There was no sound beyond the wheeze of the wind.

The city looked the same in every direction; scorched, crumbled, dead.

"Doctor..." Donna subconsciously clung to the arm of his coat in horror. "What's happened? Was this... World War Three or something?"

"No, that doesn't happen for years yet... I don't know what this is," he answered truthfully, biting back the rage that was boiling beneath his skin. "But I'm going to find out."


	3. Chapter 2

Those of you who have read my story "Demon's Run" may notice that this story also has a character named Mariah. I wanted to take a moment to point out that they are completely unrelated. I'm not trying to connect the two stories at all. I simply re-used the name.

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><p><em>"Men fear death as children fear to go in the dark;<em>

_and as that natural fear in children is increased by tales, so is the other."_

~ Sir Francis Bacon ~

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><p>The Doctor marched into the city, intent on finding <em>someone<em> with information about what had happened here. Donna followed him closely, looking on the wreckage of the city in sadness. The sonic screwdriver was whirring away, collecting data here and there.

"Hmm..." The Doctor lifted the device to his face, then frowned.

"What? What is it?" Donna asked, carefully stepping over the remains of a lamp post.

"There's something in the air..." He suddenly inhaled deeply through the nose, then let the breath go just as quickly. "Something not from Earth," he finished.

"Of course," she answered, unsurprised. Her temp skills were tingling as she followed the Time Lord through the broken city. "Doctor?"

"Yes, Donna?" he asked distractedly, still sonic-ing around.

"This is pretty recent, yeah?"

"Seems that way," he replied. "I have no way of telling, though I'd guess it was very recent. Maybe happened yesterday. Or even this morning. Could be later, though."

"Even so, where are all the bodies?"

The Doctor stopped, spinning around in place and looking in every direction. She was right. There was not a single body to be found, whole, mangled or otherwise. "No bodies..."

"Lots of blood, though," she observed. There was blood everywhere. The wheel of a crashed car, the cage of the smashed bus. There were bloodstains in the middle of the streets and on the sidewalks with no signs of rain in the last few days. Something caught Donna's eye and she carefully crossed the road, ignoring words of protest from the Doctor.

She yanked a chunk of wall off of the object, picking up a nearby piece of ripped cloth as a precaution. She held the object in her hand, cloth between them, so that she could not contract some alien disease. "Doctor, look!"

The Doctor spun from sonic-ing a broken shop window and yelled back. "What is it?"

"It's a clump of feathers!"

He raised an eyebrow and quickly ran to her side, examining said feathers. They were mostly white with yellow-tan ends, aside from the stains of blood. He scanned them quickly. "No diseases on them," he declared. "The sonic screwdriver can't identify the species... so it definitely isn't from Earth. We'll have to take it back to the TARDIS."

Donna nodded, unnerved by the fact that the feathers were almost as long as her forearm. She carefully wrapped them up and handed them to the Doctor, who quickly shoved them in his pocket that was bigger on the inside. "Think we could find people first?"

"Yeah," he answered, pocketing the screwdriver. "Not much else to do."

They turned and headed off to the center of the city; people had to be _somewhere_.

xxxxxxxxxx

After several minutes of walking in relative silence they came upon a park, complete with a concrete area that contained a fountain, which was almost completely drained of water. The park was completely deserted, a breeze sending sheets of discarded newspaper floating about the ground. The Doctor sonic'd the area, for lack of anything else to do, and frowned when he found nothing but the same strange scent as before. It was everywhere.

Donna walked carefully around the multiple blood stains on the ground. Dried though they might be, they still unnerved her. The Doctor noticed her unease and walked a bit closer to her.

Out of the corner of the Time Lord's eye, he saw a movement between two closely set buildings. The shadows twitched with a figure much taller than a cat or a dog. He saw the faint outline of a male teenager carrying what looked like a white, plastic bucket. "Hey!" he yelled.

The figure froze, muscles taut with sudden fear. Donna turned her head and spotted the lad, raising her own voice. "Hey there! Hello!"

The boy quickly turned and ran.

"Oi! Hey!" The Doctor and Donna quickly took off in the boy's direction. They shouted as they ran, but the teen didn't stop for even a second. He ran as fast as his legs would take him, as though Death itself was on his heels.

After several minutes of this chase through streets and alleyways, the Doctor and Donna rounded a corner, the both of them leaning against a brick building for breath and support. The teen continued to run and they spied him turning a corner, slipping out of sight. The Doctor groaned and started after him again, turning the corner and stopping short. "Oh."

"Oh?" Donna breathed, pushing off from the building to her right. "What's 'oh'?" She hobbled to the Time Lord, turning the corner and taking in the sight that he was currently staring at. "...Oh."

It was a multi-level hospital. More than that, over a dozen people dotted the concrete steps, a few speaking quietly to one another. Several were silent. All seemed... devastated. The Doctor's eyes grew solemn as he looked at Donna. "The TARDIS can wait," he said quickly.

She nodded, the same conclusion springing to her mind. "It looks like the hospital has electricity. Not all of the buildings do."

He nodded. "Let's go find out what's going on."

xxxxxxxxxx

The two time travellers approached the people on the steps of the hospital. Several of them stared at the pair dubiously, unsure of just where they had come from.

"Hello!" The Doctor said amicably in greeting, hands in his pockets, looking for all like a clueless nutter. "Um... Might be a strange question, but what happened here?"

One of the men on the steps raised an eyebrow at the Time Lord. He chewed his cheek for a moment, then spat brown liquid onto the ground. Donna took a step back in revulsion. Seeing someone chewing tobacco always did make her stomach turn. "Have you been sleeping while the world died?" he asked in a thick, Scottish accent.

"Died?" Donna repeated, pushing down the feeling in her stomach. "How do you mean 'died'?"

The rest of the humans on the steps had fallen silent, listening to the two people who had no idea what happened to London. The Doctor spoke again. "The city has been destroyed, but there's no one here. No help from other countries to rebuild, nothing. What happened?"

The man chewing tobacco spat again, then nodded his head back toward the double doors of the emergency ward. "Best if you talk to Dr. Sanders. She can fill you in. And maybe fix that head of yours," he laughed bitterly.

The Doctor nodded, unperturbed. "Thank you. Coming, Donna?"

Donna nodded and quickly followed him up the concrete steps, conscious of the several pairs of eyes watching them as they went.

xxxxxxxxxx

As they entered the emergency ward, Donna noticed that it was unusually quiet. There were very few people around and those seemed to be patients out walking, sick of the white curtain views in their rooms. A man wearing scrubs walked by them and the Doctor quickly rushed forward to get his attention. "Excuse me! Sorry, um..."

"Yes?" The man said, looking the two of them over. "Neither of you look injured. Are you searching for someone?"

"Dr. Sanders," Donna piped up. "We were told to speak with her."

"Ah," the man nodded knowingly. "Follow me please."

The nurse, for that title was pinned to his scrubs rather prominently, lead them through corridors of injured and dying people. The Doctor and Donna stayed silent, watching through glass windows. After several minutes of walking and an elevator to the fourth floor, the male nurse lead them to a closed door, upon which he knocked rather softly. "Dr. Sanders? I have a couple here to speak with you."

"Oh, we're not a couple..." the Doctor began.

"No, definitely not," Donna added quickly, much to the confusion of the nurse, who simply shrugged and returned to his duties.

From inside the office, a tired, female voice said, "Enter!"

The Doctor reached for the doorknob and pushed, revealing a very disorganized office. Folders and papers were strewn everywhere that had available space, including most of the floor. The woman was typing away furiously on the computer in front of her. "Hello," the Doctor said cheerily. "We-"

"If you don't have an emergency, then you're going to have to wait. I'm busy." The woman was of African-American descent and quite pretty, looking to be in her mid thirties. Her hair was tied up in immaculately straight cornrows, which lent her an air of youth that suited her. She wore a white lab coat that looked to have been soaked in too much bleach. The clothes beneath were obscured by the coat that seemed to darken the sun itself. In addition, Dr. Sanders seemed extremely agitated.

"Actually, we were told to speak with you by a man outside," the Doctor said.

The woman turned her dark eyes to the Time Lord, raising a sculpted eyebrow at him. "Really now. What about?" Her hands continued their flight across the keyboard.

"The birds?" Donna questioned, looked at the woman in confusion.

Dr. Sanders paused in her typing. "Birds?"

"Yes, you just typed that. 'The birds attacked'. What birds?"

Dr. Sanders lifted her hands from the keyboard and eyed Donna. "You read that from my fingers?"

"Super temp," Donna explained, a bit smugly, wiggling her fingers. "One hundred words per minute."

"You don't know about the creatures?" Dr. Sanders asked, sounding genuinely surprised.

"That's why we're here," the Doctor clarified. "To ask about what happened to London. This is Donna and I'm the Doctor."

The dark skinned woman's eyes widened, staring at the skinny slip of a man in front of her. "You're who?" her voice was soft, almost a whisper. Her sudden recognition surprised them both, as neither of them had seen the woman before.

"I'm the Doctor," he replied carefully.

"Oh my god," she quickly stood from her chair, previous demeanor cracked like a thin piece of glass. She rushed across the room, throwing her arms around the Doctor's neck, to which he replied with a bit of incoherent flailing. "Doctor!" she cried, tears spilling from her eyes. "Please, you have to save my son!"

xxxxxxxxxx

Several minutes later, Dr. Sanders once again sat in her seat, while the Doctor and Donna pulled chairs from elsewhere in the room up to the desk. The woman carefully wiped the tears from her face. "I'm sorry. I apologize for my outburst, I just..."

"It's alright," Donna soothed. "Children are..." she trailed off, thinking of the children that she had for such a short time in the Library. A precious son and a beautiful daughter. A wonderful husband. And...

The Doctor caught her hesitation out of the corner of his eye and pressed on. "We just arrived here. The TARDIS gave us a distress signal of some sort."

"That was me," Dr. Sanders clarified, clearing her throat. "I sent that to you. I was beginning to think that you wouldn't come."

"How?" The Doctor asked, confused. "It was a psychic distress signal, not a mechanical one."

The woman nodded. "The TARDIS picked it up for a reason, I should think." She reached beneath her shirt and drew out a piece of string, upon which hung a very familiar object. The Doctor and Donna stared. Dr. Sanders lifted the string from around her neck and pulled it over her head. "She likely picked it up because I've got her key."


	4. Chapter 3

_"I've cried, and you'd think I'd be better for it, but the sadness just sleeps,_

_and it stays in my spine the rest of my life."_

~ Conor Oberst ~

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><p>"What-"<p>

"How did you-"

The woman held up her hand to silence the two flabbergasted time travellers. "My mother," she clarified. "You know my mother. Martha Jones."

The Doctor blinked. "You're Martha's daughter?" He felt a silly grin spread over his face.

The ginger woman smiled as well. "So that's Martha's key, yeah? She was quite good, that one." She remembered the day that the three of them had been unceremoniously catapulted to Messaline by the TARDIS, where a war had produced the Doctor's daughter, Jenny.

The woman smiled half-heartedly at the both of them. "Yes. Mother gave me the key when I became a doctor, after she retired from UNIT. She moved out of London a long time ago."

"But she's okay?" The Doctor asked quickly, concerned. Martha would be somewhere around age seventy now.

"Yes, she's fine, aside from some cuts and scrapes, though I'm surprised," she answered. "She always manages to get into more trouble than she can shake a stick at."

"Dr. Sanders," Donna cut in. "We saw a boy carrying a bucket around earlier. He was heading here, to the hospital. Do you know what that was about?"

"Please, call me Mariah. And yes, our water run. Water now is nigh undrinkable. We have to take it where we can get it and boil it down to make it sterile. That fountain has been a precious commodity the last few days."

"Please, tell us what happened," the Doctor pressed. "Why hasn't the government dispatched any help?"

Mariah looked at the Time Lord sadly. "I'm afraid it's much worse than just London, Doctor. The whole planet has been destroyed."

"...What?" he asked softly, brown eyes wide.

Donna furrowed her eyebrows. "But... The whole planet? How is that possible?"

Mariah sat back in her chair and ran her hands over her tired face. "Let me start from the beginning."

xxxxxxxxxx

"Exactly six days ago, planet Earth was attacked."

The Doctor and Donna sat, still as stone, listening to Mariah's recount of the week before.

"As far as we are aware, according to the report that my Mother received from UNIT, there were at least one hundred ships surrounding the planet, possibly many more. Radar never picked them up; they slipped past every precaution that planet Earth had in place. I used to help my mother defend the Earth, many years ago. But I've never seen anything like these creatures before."

Mariah took a deep breath, steeling herself for what she was about to say. "They came from the sky. Descended on our cities like a plague. Massive, flying beasts. Everyone just calls them 'the birds' here. They resembled giant harpies, with mouths split from ear to ear instead of beaks, containing teeth almost like a shark's. Their ears were almost... elvish in nature, using a mythical comparison. They had massive wings with claws on the end, their entire bodies covered in feathers. Yellow feathers. And their huge eyes were so... Empty," she said softly, fidgeting subconsciously in her chair. Remembering their harsh voices made her shiver.

The Doctor's face had grown darker and darker over the course of her explanation, and he now sat back in his chair, convinced. "Mal'akh," he said, without preamble.

Mariah glanced at him in question. "Is that what they're called?"

He nodded. "They are cruel beasts, but I've never heard of them attacking an entire planet before."

Mariah continued. "They swarmed the Earth from every possible angle. There were hundreds of millions of them... We stood no chance. We were so unprepared for that kind of brutal attack. They destroyed our buildings with weapons from their ships. They ate almost all of the dead bodies they left behind. And they took our children."

The comment about eating the dead confirmed the Doctor's suspicion about the absence of bodies, but her mention of the children caught Donna's attention specifically. "What? 'Took'? You mean kidnapped?"

"Yes," she said roughly, trying to keep her voice even. "They kidnapped a large percentage of the children on Earth. Including my son, Andrew."

"Wait, how do you know? There's no electricity anywhere..." The Doctor began.

"Radios still work, to some degree. They destroyed all but a few of the satellites orbiting the Earth." She looked to Donna. "If I remember right, my mother told me that she met you some time in 2009, correct?"

The ginger woman nodded. "Yes, that's right."

"Then I suppose you'd need a technological update of sorts. We've passed the point where wires are needed for basically anything. We're a completely wireless world now, which, in this case, hasn't served us very well," Mariah explained with a sigh. "Several of the satellites that were destroyed were sent into space in the past twenty or thirty years, to facilitate this switch. Now they're all gone."

"So everyone's stranded..." the Doctor mused, half to himself. Mariah nodded.

Suddenly, she glanced at her watch. "Oh, goodness, it's time for my rounds!" She held her hand up once again as they both tried to apologize for keeping her from her job. "You can both come with me if you like. I need to check on my patients, but this conversation is important as well."

The Doctor stood and nodded his acceptance of her offer. Donna followed the both of them out of the room, closing the door behind her.

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They visited several dozen people, all of whom had been hurt during the attack in one way or another. Donna could see the Doctor's carefully crafted mask begin to crack under the weight of the people and their injuries. Their pain.

"Mariah," he asked between rooms. "I don't suppose any of these Mal'akh were killed during the attack?"

"I assume some were. I haven't heard anything from anyone about it." She checked a chart outside a patient's room and shook her head sadly.

Suddenly, an orderly rushed into the hall, spotting her and flagging her down. "Dr. Sanders!"

She raised an eyebrow at the man, immediately alert. "Yes, what's happened?"

"There's someone here for you, ma'am. She says she's from UNIT."

Mariah immediately placed the chart back in its original place with a clink and took off running toward the entrance. The Doctor and Donna quickly exchanged looks before following her. UNIT could mean any number of things, none of them good.

The Doctor and Donna fell considerably behind Mariah's frantic stride. As they turned the final corner, they saw the woman embracing another, much older than she. The two time travellers approached quickly, out of curiosity. The other woman quickly spotted the two and raised a wrinkled, varicose hand to her lips. "Doctor!"

"Martha? Is that you?" The Doctor quickly moved to inspect her face. She had aged magnificently.

"Oh Doctor, it's been so long," she smiled and embraced him, far gentler than he remembered. "I came here with news for Mariah, but I never imagined I'd find you here. We need you like never before, Doctor," she said solemnly, watching her old friend carefully.

From behind him, Donna stepped forward tentatively and Martha's face lit up in recognition as she spoke. "Hello, Martha."

"Hello, Donna!" she said, embracing the ginger woman as well. "It's good to see you again."

"You too," Donna replied warmly. "What news were you bringing?"

"The creatures," Martha replied, suppressing a shudder. "UNIT called me in on a special mission. Someone's captured one of the beasts alive."


	5. Chapter 4

_"Absence from whom we love is worse than death, and frustrates hope severer than despair."_

_~ William Cowper ~_

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><p>The four contained their anxiousness with polite conversation all the way to UNIT headquarters. Martha revealed that she had been the one to tell Mariah to call the Doctor; she had surmised that the TARDIS would pick up a psychic signal if it was boosted by her own key. "I'm just glad I was right."<p>

They soon arrived at UNIT headquarters, which had been particularly damaged, indicating that the Mal'akh had some sort of fore-knowledge. The four filed out of the car, Mariah helping her mother carefully. Martha fussed and refused, but the Doctor and Donna could see that her body was physically not as well off as she pretended.

"She's got arthritis," Mariah whispered in a conspiring manner to them both, as her mother approached a man in his mid forties with several badges and awards pinned to his uniform. The man nodded and waved the three of them over.

"Welcome to UNIT Headquarters. Nice to see you again, Dr. Sanders," he added quickly. Mariah smiled politely and nodded a hello. He addressed the two time travellers. "My name is Alan Carter."

"Hello!" The Doctor extended a hand. "I'm the Doctor and this is Donna." The soldier, who revealed himself to be a General, shook both their hands.

"It's an honor to meet you both," he said, saluting. The Doctor rolled his eyes and Donna smirked. "We've been instructed to bring all four of you into the... well, questioning area. Not much left of that part of the building, to be honest. Please follow me."

General Carter lead the four of them through several partially destroyed hallways, past a sick bay where Martha tutted about the lack of proper supplies, and into an area that contained several cells with iron bars. "Bit primitive for 2053, yeah?" the Doctor questioned.

"Don't worry about that, sir," General Carter insisted. "That's for our less troublesome guests." He led them into a back room, where a pane of bullet-proof glass separated them from the other half. As soon as they stepped into the dim room, Donna gasped in horror, stumbling away until she felt her back connect with the wall.

The captured Mal'akh was chained just on the other side of the glass. It was easily eight feet tall when standing, though it was currently crouched on the floor, demonstrating the reverse joint in its legs. It was a bipedal creature with feet having two toes in the front and one in the rear of its foot. Its legs were quite long, thin and wiry, covered with what looked like old, cracking orange leather. They looked rather like the legs of poultry to Donna. She noted the yellow feathers, the exact shade of yellow that she had discovered on that abandoned street. One arm was stretched and chained to each wall, vast and powerful wings displayed prominently. Its torso was rather human-like, aside from the feathers. Its hands had four fingers each, seeming to melt into the wings rather like a bat. Its claws were sharp and there was caked blood around its wrists, signs of its struggling. It was only when Donna dared to look at its face that she knew these creatures could be nothing less than the stuff of nightmares.

Its grotesque head was human in that it was a relative sphere, but that was where the comparison ended. Its ears were exactly how Mariah had described them: elf-like in nature and quite long, extending back behind its skull. Its head was the same shade of yellow, covered in tiny feathers all around. It had no true nose, only two small slits in the skin of its face, much like a snake. Its eyes were huge vertical ovals, much larger than human eyes, seeming to distend slightly from the skull. Its pupil was tiny in comparison, most of the eye taken up by the white area and red veins distributed throughout. It had vertical slit eyelids which appeared only when it required blinking. The eyes reminded Donna of a Jack-in-the-Box clown for some reason. Always staring...

When the five of them stepped into the room, the creature did not notice immediately. Instead, the Doctor spoke. "That is most definitely a Mal'akh."

When the Mal'akh heard him, it lifted its head from its chest. Its eyes became even more frightening, tightening in anxiety. A fine line bisected its face, barely visible, and Donna decided that this was its mouth. She was not prepared for what it did next.

The Mal'akh had lips so thin as to not be seen. They suddenly peeled back from its gums, revealing that the mouth extended quite literally from ear to ear. It revealed three rows of shark-like teeth, sharp and deadly. Its head almost folded back in half as it shrieked its protestations at being locked up, saliva flying with the force of its rage.

Donna felt her stomach drop through the concrete floor. "Oh my god, it's a monster..."

The Doctor approached the glass with no fear. "You can understand me, yeah?"

The creature shut its mouth, running its pink tongue over its lips for a moment before hissing. "Why can I understand you, human?"

"Oh my god, they can talk!"

"Hush, Donna," the Doctor said quietly. Mariah sensed the other woman's anxiety and put a comforting arm around her shoulders, bringing her closer to the glass. "Why have you come to this planet?"

The Mal'akh rolled its head on its shoulders before answering. "Why should I answer you?" Its voice was like crackling wax paper. The General shifted his weight uncomfortably, but stayed silent.

"Because I'm not a human. I'm the Doctor and I'm a Time Lord."

The creature immediately hissed and backed away from the window as far as its chains would let it. "Time Lords are filth," it spat. "You have destroyed our hunting grounds so many times. Killed my people. I will tell you nothing!"

The Doctor approached the glass and leaned his forehead against it, staring the creature down. It did not blink. "You destroyed this planet. Why?" It stayed silent. "If you answer, there is a chance I can return you to your people."

The monster was silent for several moments, then replied. "To save our own."

"Your own? What's wrong with your own planet?" Martha braved speaking, to which the monster scoffed. The Doctor repeated the question and this time, it answered.

"Flane was lost. Stolen. They took our Broodmother." It crept back along the ground into its previous position.

"Stolen? That's another planet stolen..." the Time Lord mused aloud. This was becoming some sort of trend. "They took your Broodmother? Who is 'they'?"

The creature, who Donna had decided must be a 'he', made a sound almost like a growl in his throat. "The monsters."

"Monsters? How can monsters have monsters?" Donna asked, feeling no less nervous than before. Mariah stayed silent, knowing that if she even spoke one word to the creature, she would be begging it on hands and knees to return her son.

"I don't know," the Doctor replied truthfully. "Most living creatures have _something_ they're afraid of. So what about _them_?" He nodded toward the Mal'akh. "What are they afraid of?"

The creature suddenly smiled. It made Donna's flesh crawl. "You'll never find out. They never tell their real name."

Mariah suddenly took a step toward the glass, attracting the attention of the creature. She couldn't _not_ try. "Please, your people took my son. Tell the Doctor where they are so he can get my Andrew back. I want my son returned to me."

The creature tweaked its lips in what could have been a smirk. "The monsters need your children."

The Doctor eyed the Mal'akh. "They need children?" He felt a creeping sense of dread come over him. It started in his twin hearts and spread through his blood. He hoped it wasn't true. "They never tell their real names, but what name _do _they give?"

The Mal'akh stared the Doctor down for a full minute before replying. "I believe these pitiful humans called them the 456."

This name meant nothing to Donna or Mariah, but Martha suddenly rushed forward, slamming a fist against the window. "You bloody bastard, give me back my grandson!"

The Doctor quickly scooped her into his arms, comforting her with a hug. She did not cry, only stared at the creature like an animal that needed to be butchered. It did not unnerve the Mal'akh one bit. "Martha, I'll get him back. I promise."

"You know what they do to those children, don't you?" She asked, speaking half into his suit. "They can't..."

"I know," he hushed her, looking to Donna and Mariah, who were looking on in confusion. He mouthed '_I'll tell you later_' and they both nodded.

The Mal'akh was silent, but carefully winding its chains around its wrists, pulling them taut. "Leave me," it hissed. "I tire of speaking your tongue."

The Doctor looked back at the creature and frowned. "Where is your fleet?"

"You will never find us, Doctor. Never ever." It stood on its two feet and, pulling the chains as taut as they could possibly go, flipped backward, lifting its three-toed feet to the ceiling. It was now effectively hanging upside down, the only way it could truly face the other direction and refuse to speak to them. The chains and its muscles held it in place.

"Where are your ships?" The Doctor demanded harshly, refusing to let it go just like that.

The creature slowly turned its head one hundred eighty degrees, like an upside down owl. It opened its maw and a sound made its way to her ears. It took Donna a moment to realise that it was laughing.

It spoke not another word, despite their protestations. So they left.

xxxxxxxxxx

Martha busied herself with speaking to the UNIT personnel while the Doctor took a shaky Donna and Mariah aside to explain to them what exactly the 456 were. He sat them on a bench and took a deep breath. "They take the children and... Extend their life, but suspend their biological clock. They don't age any more, but the 456 use them in a... Symbiotic relationship of sorts."

Mariah gaped. "Symbiotes? But that means-"

"Yes," he said gravely, watching Donna turn more and more pale with each word. "They incorporate the children into their own bodies. The chemicals that human children create are... drugs to them. Drug trafficking," he spat viciously. "They've taken children before and now they've got thousands."

"But... They can't just do that!" Donna protested, getting some of the color back in her cheeks. She couldn't get the sight of the Mal'akh's lifeless, beady eyes out of her mind. "They can't just kidnap children!"

"But they have," the Doctor replied solemnly. "They've taken thousands, thanks to the Mal'akh. I wonder if they're the ones who have been stealing planets."

Mariah silently wiped her eyes. "You have to save my son, Doctor. Please. I'm begging you."

"I will," he promised. "I will do everything in my power to save your son." He eyed Donna carefully. "Donna, you okay?"

"Yeah," she said quietly, still shaken from the entire ordeal. "Just... scary, you know?"

"Yeah. I know." He stood and they stood with him.

Suddenly, Martha turned and made a beeline toward them. "Doctor, you know that Torchwood defeated the 456 originally, yeah?"

"Yes, why?" He furrowed his eyebrows at her.

"A UNIT soldier on the perimeter reported seeing..." she trailed off, careful of her words. Any slip up could cause a massive problem. These two had not yet been to the Medusa Cascade. She remembered the day when she had gotten a message from the Doctor, asking her to take care of Donna, to make sure that she never remembered. But he hadn't sent that message yet. She motioned for the Doctor to move away from her daughter and Donna for a moment, so that they could not hear. "A soldier reported seeing Jack."

"Jack! Here, now?" The Doctor asked, incredulous.

"Apparently, he has a working vortex manipulator now. Or whenever 'now' is. The soldier said he looked the same as the report photos we have on file, so not even we would be able to tell how old he is now. He showed up, took one look around the city, then disappeared again, just like that."

"That barmy... I bet he knows something. He always does. That Torchwood... He has to help us. This is his mess, not mine." The Doctor turned to the two women a short distance across the room. "Donna, we're going."

"Going?" She replied, quickly walking to his side.

"This point is in flux," he said, teeth gritted in self-loathing.

"And what does that mean?" Mariah asked, stopping short as he stormed toward the exit.

"It means I can save them," he replied angrily, throwing double doors wide open as he marched off to their ride, Donna in tow. "But first... I have to find Jack."


	6. Chapter 5

"_Real friends are very special, but you have to be careful because sometimes you have a friend and you think they are made of rock, then suddenly you realise they're only made of sand."_

_~ Maria Callas ~_

* * *

><p>After watching the Doctor march off in a huff, Martha and Mariah eventually decided to head home and check on Dad.<p>

The drive by UNIT vehicle was about half an hour. Mickey stepped out of the house visibly relieved when the car pulled up the drive. He had reached the point that many elderly reach around age seventy, when they suddenly began losing weight. Mariah swore he was fatter yesterday. "Hey Dad," she said, shutting the car door and traversing the walkway to hug him.

"Hey, there's my girl," he said, returning the embrace. "Where's your mum?"

"I'm here, I'm here," Martha announced, waving off Mariah's questioning gaze. "I don't need any help, I'm fine."

"So? You're both here, does that mean...?" Mickey asked, kissing his wife on the cheek.

"Yes," Mariah said. "He finally showed up. He's off to save Andrew."

"About bloody time!" Mickey huffed, starting up the steps to the house. "And I suppose my hiding out here meant nothing, eh?"

"Actually..." Mariah trailed off as she held the door open for her parents. They made their way into the living room, where the three sat down on the couch. "Mum was right about the timeline. It was before you came back, Dad. It would have messed with everything."

They had both been very careful not to reveal anything to the Doctor that would cause a paradox or mess with anyone's timeline in any way. It had hurt Martha the most, to see Donna there, alive and well. She knew what was to happen, what she could not stop. But she loved that ginger- haired woman, and it hurt. The thought made her cast her eyes downward.

"Bah," Mickey announced. "I'll give the Doctor what for one of these days. Letting those monsters take my grandson."

Martha patted his hand comfortingly. "The Doctor will get Andrew back. You know he will."

She began to stand, but Mariah beat her to it. "I'll make the tea, Mum. You need to rest." Martha began to protest, but Mariah would have none of it. She swaggered off into the kitchen mid-argument. She needed the distraction, anyway.

Mickey snickered. "You're losing it, dear. She'll be spoon feeding you soon."

"Shut up, you," Martha said, playfully hitting him in the arm. She leaned back into the couch and Mickey put an arm around her. They were all worried about Andrew, but the Doctor being on the rescue squad was the best possible news they could have had.

xxxxxxxxxx

"Doctor?"

The Doctor peered around the time rotor. "Yes, Donna?"

"Um, you're going to find that Jack bloke, yeah?" She clasped her arms around herself, looking rather pale as she walked around the console.

"Yes, why- Donna..." He quickly approached her, gauging her appearance. "Did it really bother you that much?"

"It's... It's a monster," she replied thickly, almost distracted. "I feel like... I dunno, like my skin is crawling." She pressed her fingernails against her arms, resisting the urge to scratch.

The Doctor embraced her comfortingly. "Tell you what," he said, releasing her from his grasp. "A nice, hot shower might help."

Donna cocked her head to the side, ginger hair falling over a shoulder. "That sounds good, yeah. I'll make us some tea after."

"Sounds great," he grinned. "I'll go talk to Jack then."

"Yeah," she murmured, starting off for the shower. He watched her climb the stairs and disappear, rubbing her arms subconsciously.

His smile disappeared with her, turning to a frown. He'd never seen her so afraid before. The Mal'akh were known to possess some psychic ability, but he had never seen said ability before. He wondered if the creature did something to his best friend. If so, it would have Hell to pay. And now, so would Jack.

xxxxxxxxxx

The TARDIS landed with a muted thud somewhere not-Earth in 2085. He had taken readings by sonic screwdriver before they left UNIT Headquarters, feeding the information into the TARDIS to pinpoint exactly what point in Jack's timeline was required for this trip. It didn't take very long for his ship to find the Captain in a bar, which seemed pretty typical of the man.

He weaved in and out of the rows of patrons, laughing and carrying on in their various states of inebriation. The Captain's trademark jacket stood out, dark against the unusual brightness of this particular bar. He approached Jack as the immortal ordered yet another whiskey.

"Captain Jack Harkness."

Jack immediately spun in his chair, hand on the gun strapped to his side. As soon as the Doctor's face registered, he dropped the arm and it fell to his side, limp. "Doctor? Is that really you?"

"I need your help, Jack," he replied, without preamble. "I know you showed up at UNIT Headquarters. They told me that you appeared and disappeared again, like a phantom."

Jack furrowed his eyebrows. The stage across the room was covered in rainbow strobe lights, giving the place more of a strip club feel than anything. "What are you talking about?"

"You know what I'm talking about. This is your _mess_, Jack." His voice lowered, biting and angry. He stepped forward, standing beside the immortal man. "The 456 sent-"

Jack scoffed. "I- We... defeated the 456. You _weren't there_," he spat, swallowing his new glass of whiskey in one gulp, setting it back on the counter with a sharp _clack_. "You wouldn't know."

"Things have to happen, Jack," he replied solemnly. "You know that better than anyone."

Jack turned tired, angry eyes on his friend. "My grandson, Doctor... Steven didn't deserve that."

The Doctor's eyes softened. "No. No he didn't. But now you have a chance to avenge his death. They've hired another species, the Mal'akh. The 456 claim to have stolen their planet."

Jack eyed him carefully. It had been many years since the Medusa Cascade for him. So many long years. He could almost remember the entire terrible attack. The day when the planets were stolen and Daleks rained down on the people of Earth, like Hell come to life. "Where are you?"

"After the Master," he replied, coughing. The other Time Lord was a sore subject. Best not to bring back unwanted memories. "A little while after that."

"Ah," Jack nodded, ordering yet another whiskey. "I'm not helping you."

The Doctor bristled. "Why not?"

"Because you never helped me. _Us_," he hissed angrily. "You didn't help when the 456 came the first time. Why should I help you now?"

"Because I need your help, Jack," he pleaded. "Please."

Jack quickly slipped off his barstool and punched the Doctor in the face.

The Doctor stumbled back, holding a hand to his left cheek as he bumped into a group of human women passing by. "That _hurt_! What'd you do that for?" he demanded loudly, over the sound of the annoying music in the background.

"Payback!" Jack clenched both fists together. "You have no idea what happened, Doctor. You were never there, you didn't experience a single thing. They were going to give up the children, Doctor. Ten percent of the entire world's children, gone. I had to sacrifice my own grandson to make sure that every child in the world got the chance to live." He walked forward, meeting the Time Lord eye to eye despite the copious amounts of alcohol in his system. "You wouldn't come. You wouldn't help. So now it's my turn. I say _no_."

The Doctor met Jack eye to eye, never blinking. A sudden thought occurred to him, a terrible thought that would explain exactly why Jack was acting this way. He lowered his head a fraction before speaking. "You haven't been there yet, have you?"

Jack frowned. "Been where?"

"Earth," the Doctor said above the noise. "You haven't seen the Miracle."

"What Miracle?"

The Doctor felt his stomach sink. Jack would never come help him in this state. He was far too distraught over his grandson. The Miracle would change everything for him, once he realised that Gwen and her family would be in danger. That would bring him back to Earth, but _this_ Jack... He was too spiteful. Too angry. At both the Doctor and himself. "Okay. Then don't help. I don't need it."

"Good!" Jack replied loudly, flopping back on the barstool. "Go away, leave me alone."

And the Doctor did just that.


	7. Chapter 6

Quite a few _Torchwood_ spoilers in this chapter, just to warn again. Reviews are like candy. :D

* * *

><p><em>"The hero is one who kindles a great light in the world,<em>

_who sets up blazing torches in the dark streets of life for men to see by."_

_~ Felix Adler ~_

* * *

><p>The Doctor stepped back into the TARDIS, running a hand down his face at the complications Jack presented. He shucked off his coat, tossing it on the railing to his right. He <em>had<em> to have Jack with him, this was the immortal's problem. Jack had started all this years back. While it was true that he hadn't _wanted_ to do it, he did it all the same. And though it was in exchange for the vaccine for a flu epidemic, the suffering of those eleven children was incomparable to anything that Jack could imagine. The Time Lord ran a hand through his hair. _What to do?_

The only other option was picking Jack back up later in his time stream. Being immortal had its perks where time was concerned, he supposed. It would have to be a considerable amount of time after the Miracle. He had messes to clean up, not to mention a second immortal human to deal with. That alone set the hair on the back of the Doctor's neck standing on end.

It took him a moment of walking around the console to realise that Donna wasn't finished with her shower yet. To occupy his troubled mind, he set off for the kitchen to make the tea instead.

xxxxxxxxxx

Donna stepped from the shower, feeling much better than she had before. The crawly feeling on her skin had disappeared, replaced with the refreshing feeling of being clean. She quickly dressed and dried her hair with the hairdryer that the TARDIS consistently provided for her. She did so love this ship.

Upon exiting the bathroom, she found her way back to the console, but realised that the Doctor was nowhere to be found. _Was he still out talking to that Jack bloke?_

"Donna?" The Doctor called from behind her.

She turned to find him carrying two steaming mugs of tea. "Oh, there you are. Thanks," she said gratefully, taking the mug from him. They walked down the steps together, the Doctor doing preliminary scans to find Jack at the proper time.

"How are you feeling?" the Time Lord asked, taking a large sip of tea and subsequently burning his tongue.

She couldn't help but smirk at his enthusiasm for tea. "Much better, thanks. Did you find Jack?"

"I did," he said distractedly, hitting a button across the console with his foot. "But it was at the wrong point in his time stream. I need to find him somewhere else." The TARDIS set off for 2012, a safe place to catch Jack. Donna made sure to keep her tea level as the time machine whirled and spun through the vortex. She'd gotten quite good at that.

"Ah," she replied, taking another sip of her tea. She thought she could taste a bit of honey snuck into it. "Who is this Jack bloke anyway?"

Without warning, the TARDIS suddenly lurched to the side with an uncharacteristic ferocity, sending both passengers sprawling to the floor. Both cups of tea shattered when they fell, sending the brown liquid down into the TARDIS's innards. The cords sparked and smoked violently, causing the ship to rumble in response.

Donna managed to grab a bit of the railing, yelling, "Doctor! What's happening!"

"I don't know!" he shouted back, managing to pull himself up from the tea-soaked floor. He yanked the screen over and froze.

It held an image of hundreds of Mal'akh ships, all travelling at a breakneck pace. Each ship was almost the size of a Dalek ship, with the Mothership twice the size of any ship he had ever seen the Daleks build. They were a technologically advanced society, but these ships were not of Mal'akh design. They were far too large in size and number. _Did they belong to the 456? _It was both amazing and terrifying at the same time.

"Donna, we've found the ships!" he announced, pulling a lever to his right. The ginger woman managed to stand, yelping when the console sent a shower of sparks in her direction. She pulled herself over to the screen, where the stared in terror at the hundreds and thousands of ships.

"I thought you said we had to find Jack first?" she yelled, grabbing the console as the TARDIS lurched and spun once more.

"I did!" The Doctor shouted back, ducking as more sparks danced their way across the many levers and buttons. "The TARDIS is driving herself! Again!"

The time machine gave one final groan and dematerialized, sending the Doctor and Donna spiralling directly into the belly of the Mothership.


	8. Chapter 7

_"If you look for truth, you may find comfort in the end; if you look for comfort you will not get either comfort or truth, only soft soap and wishful thinking to begin, and in the end, despair."_

_~ C. S. Lewis ~_

* * *

><p>The TARDIS shuddered and landed with a thud. It took the Doctor and Donna a few moments to peel themselves off the glass floor before daring to glance at the time machine's screen. It showed an exterior view of the TARDIS, unmarred by any injury. The corridor beyond was dusty and sparsely lit. It looked to the Doctor like a hall between cargo bays, but there wouldn't be any cargo here aside from people and perhaps meat for the Mal'akh to gorge themselves on. He only hoped that they did not eat the children.<p>

The Doctor quickly ran to the ramp, gathering up his coat, only to think twice and leave it behind. The Mal'akh had nasty claws and he didn't want to see his beloved garment ripped to shreds today. Donna followed him, precariously stepping down the ramp as if one of the creatures could burst through the double doors at any moment. He took her hand in an encouraging gesture. "There aren't any outside, don't worry. Bird-like species tend to be sensitive to loud sounds; I've got the sonic screwdriver if they try anything hostile."

Donna was only mildly placated. "Alright, but if one of them touches me, I'm pulling out its feathers."

He grinned. "That's the spirit!" The two time travellers crept from the blue box, careful to make as little noise as possible. The Doctor kept his gaze focused upward to destroy any surveillance cameras, but so far there had been nothing of the sort. He pulled out the sonic and began scanning the structure of the ship.

Suddenly, Donna wrinkled her nose. "Oh my god," she hissed. "What is that _smell_?"

The Doctor raised an eyebrow at her. "I don't smell anything," he commented, leading her down a second, attached hallway that was just as empty as the last. The halls were massive, built to house the oversized bulks of the 456. Even the Mal'akh were small in comparison to them. The sonic buzzed away in the quiet.

"It's God _awful_!" she said, pinching her nose shut between two fingers. "How can you not smell that?"

"I have no idea what you're- Oh." The Doctor dropped the screwdriver to his side. Large double doors stood open before them to reveal a cargo hold of immense proportions. Inside were stacks and columns of metal cages towering high above their heads, housing hundreds of creatures that Donna had never seen before. They looked a bit like hippos, but possessed thick, scaled tails and heads that seemed too small for their bodies. "They're Acratarks."

"Acra-what?" she said, pinching her nose harder. The smell seemed to drift up her nostrils no matter what she did. She noted that they were about half the size of one of the Mal'akh, an easy target if they had caught all of these beasts.

"The primary foodstuff of the Mal'akh. Live on the same planet and all that. I can't smell their musk because my olfactory receptors are different than yours," he said by way of explanation. "As much as I would love to let them out, they'd probably just hurt themselves..." He paused, looking around. "Looks like they're taken elsewhere to be eaten. Wouldn't want to smell _that_. Of course, I can't."

"Aren't I _lucky_?" she said sarcastically, though it sounded strange with her nose plugged as it was. The Doctor had to hold back a snicker and he didn't succeed very well. She elbowed him in the side. "We've got kids to find, Doctor. Come on."

xxxxxxxxxx

Donna relaxed considerably when they moved on from the Acratarks. The musk was pungent, but it didn't carry through the air any more than offending smells on Earth. The Doctor returned to sonic-ing things here and there, noting the inordinate amount of dust over everything. He cautiously ran a finger over a metal container, inspecting it closely.

Donna eyed the dust dubiously. "It's dust, isn't it?"

He squinted. "Maybe. But it could be something else, and I really hope it isn't." He abruptly opened his mouth and placed the finger on his tongue. Half a second later, his face scrunched up in a clear gesture of distaste. "Ugh, disgusting!"

"What?" Donna asked. "What is it?"

"Mal'akh dandruff!" he announced, repeatedly moving his tongue like a dog with peanut butter stuck to the roof of its mouth.

Donna's hand flew to her stomach. "Oh, I'm gonna be sick."

"Wait!" the Doctor's hand flew up to quiet her, Donna now glaring at him for the hand that was covering her lips. He pocketed the screwdriver in silence. "There was a voice. Shh..."

He removed his hand from her mouth and led her down another corridor. It seemed identical to the first one, aside from the voices that were steadily getting louder. The repetitive _clack_ of Mal'akh talons set the two time travellers on a frenzy to hide. They ducked behind a jumble of empty metal containers, careful not to hit anything. The Doctor knew that it might not be enough; the Mal'akh had an impeccable sense of smell. He only hoped that the combination of their own stench and the Acratarks would mask the human and Time Lord scents that were now wafting through the corridor.

They could spot the two beasts over the edge of the containers as they passed, stretching their wings. Suddenly, one of them stopped short. Its nostrils flared and it gestured to its companion. Donna couldn't tell what gender either of the monsters were; they all seemed to look alike, though she had guessed that the captured Mal'akh on Earth was male. Their height was more imposing than she had anticipated. The Mal'akh on Earth had been crouching for the duration of the conversation. They were at least eight or nine feet tall when standing straight.

The Mal'akh on the right suddenly swung its massive wing toward the boxes, scattering them with a series of sharp, metal _clang_s_. _Donna screamed. The Doctor stood and pushed her away, setting her to run. "Get back to the TARDIS, hurry!" He pulled out the sonic screwdriver and pressed the button. An ungodly ringing that only the Mal'akh could hear echoed through the hallway, sending the creatures into a fit, thrashing against the walls around them. The furthest Mal'akh eyed Donna as she ran, scrabbling for purchase on the hard, metal floor. It reached her in a matter of seconds, screeching as it thrust its wing at her, knocking her over. She fell and her head hit the floor with a sickening _thud_. The Doctor blanched. "Donna!"

The Mal'akh closest to him struck while his gaze was held by his faithful companion. The Doctor flew backward and struck the wall, feeling the wind quickly leaving his lungs as the screwdriver dropped from his hand. The far Mal'akh grasped Donna in its claws, dragging it back now that the sonic had been knocked away and the infernal noise stopped. The creatures did not speak, but eyed the Time Lord with distrust and anger. The creature that was not holding Donna took a step forward, lunging at his form. He felt the monster's taloned hand connect with the side of his head. He managed to slip the sonic back into his pocket before everything fell dark.


	9. Chapter 8

_"A word carries far, very far,_

_deals destruction through time as the bullets go flying through space."_

_~ Joseph Conrad ~_

* * *

><p>"Ugh..."<p>

The Doctor woke to a dull, throbbing sensation in his wrists. His eyelids felt heavy, but he managed to open them nonetheless. After several moments of fuzzy vision, it cleared to reveal what had to be some sort of holding cell, complete with the classic metal bars for an entrance. His legs were stretched out in front of him, causing almost any movement to send a jolt of pain up his bruised back. He groaned, louder than he should have at the pain in his wrists. The tight chains were slick with his blood. He had almost no feeling in either of his hands.

A flash of red caught his eye and he turned to the right, peering through a glass partition into Donna's cell. She was still passed out, but coming to quickly. "Donna!"

She opened her eyes dizzily. She had taken a good whack to the head and the results were obvious; a patch of hair was matted with dark blood, dried to the side of her face. "Doc... tor?"

"Donna! Donna, listen to my voice! You're injured, you probably have a concussion! You can't go back to sleep, Donna. Donna!"

Her head had lulled dangerously to the side as he screamed. Falling asleep with a concussion was dangerous. She could easily die from it, providing the hit was strong enough, but he had no way of telling. A moment later, her head swung back up into a fairly normal position. He grinned. "Donna! Can you answer me?"

"I'm... I don't... I don't understand where I am," she slurred.

Compromised speech. Another indication of a serious medical condition. He frowned. "Donna, I need you to stay awake. The longer you stay awake, the better. You understand?"

She nodded, but he wasn't sure if she really understood what he meant. "But I'm tired..."

"No! No sleeping, Donna. You can't go to sleep. I'll talk to you, it's fine. Just don't go to sleep."

"Oh, but why not?"

The Doctor's head snapped to the front. Standing just outside his cell was a Mal'akh. Its eyes moved over the prisoners, taking them in from its vantage point. It was only then that the Doctor realised why their eyes might have bothered Donna so much; each eye moved independently of the other, sort of like someone born with a lame eye that they could control. He could see how she would find it disconcerting. "You! You let her go, right now! You don't want anything to do with her, you only want me."

"Oh, do we now?" The Mal'akh, who (surprisingly) introduced itself as Shairakh, grinned broadly, showing off its dangerous rows of teeth. It did indeed look like a monster. "I think that we'll have fun with the both of you."

"No, not her. Leave her alone! You only want me," he insisted loudly, trying to use the volume of his voice to keep Donna conscious. It was working so far, but for how much longer?

"Don't you worry, Doctor. We'll heal her injuries," it hissed. "After all, there's no fun if she's dead."

"Fun? How do you mean 'fun'?" He questioned, eyebrows furrowed in confusion. What were they planning on doing to the both of them?

"You don't know?" It asked, stretching its wings almost to the ends of the hallway. Its voice was laced with barely contained glee. "Oh Doctor, Doctor. We know all about you. The 456 told us much. What to expect. How to trick." It leaned forward and its vile breath wafted toward the Doctor. It wasn't particularly close to the bars, but the stench travelled far enough. He felt his stomach roil.

"I don't suppose they told you that I'd stop you, did they?" he asked, angry. He was sure they'd use Donna against him now. He couldn't let that happen, but he could tell from the lack of weight in his jacket pocket that they had taken his sonic. _Damn._

The creature abruptly walked to Donna's cell, pulling something off the wall that the Doctor could not identify. "Hey! You stay away from her!" He pulled and yanked at the chains, but they only set another surge of blood running down his arms, staining his favorite blue suit.

Shairakh opened the cell door and stepped inside, holding the device to Donna's forehead. Over the course of a minute, he saw the spark slowly return to her eyes, culminating in a ear-piercing scream of terror once she realised that the beast was standing over her, eyes wide and full of glee. It laughed, throwing its bisected head back in mirth. "How cute. Ugly little humans have ugly little voices." It walked from her room on its strange legs. The room barely held the creature, bent over as it had been in order to fit. She swallowed the bile that had risen to the back of her throat.

Only then did the Doctor's voice finally reach Donna's ears. She spotted him through the glass. "Doctor!"

"Donna!" he smiled. "You feeling alright?"

"Yeah," she replied weakly. "Did it... It healed me. Why did it heal me?"

From outside the cell, the creature laughed again, louder this time. Its jowls dripped with saliva and Donna shuddered as a bit fell to the floor. It licked its lips. "Oh, little human. We will have so much fun with you." She turned her gaze to the Doctor. "Do you know the psychic abilities of the Mal'akh? Do you know what we can do?"

"No, and I'd prefer not to find out!" he answered truthfully, looking back and forth between the Mal'akh and Donna. He knew that it would target Donna first. That always happened. They always got hurt while he survived...

The bird-like beast looked into Donna's cell, eyes twirling around in their sockets. Donna flinched as if she'd been physically struck, then quickly looked away. "We can force you into sleep. Never-ending sleep, so deep and dark that you never wake up."

"Sleep? That's it?" Donna raised her head again, bravely if the Doctor was being honest. He could tell she was terrified of the thing. "Gotta wake up sometime, bird brain!"

"It is much more than that," the monster hissed, creeping toward the bars of her cell. She instinctively moved backward, away from it. "Our psychic abilities can interfere with the timeline of the victim ever-so slightly. It will not kill you or alter your future, no... But your sleep will bring on nightmares. Bad dreams that will make you wish to melt the flesh from your bones and cast your body into a star. You will see your future, little human. The things you dread to see, the things that you pretend to bravely face every day. You will see the horrors yet to come." Its voice reached a crescendo and it almost squealed with glee. Its wings drooped and the feathers drifted like clouds across the floor. "You will see your darkest fears come to life."

Suddenly, Donna was screaming.

The Doctor tried to stand up, but was held back by the chains. The creature had caught her gaze for just a moment, but that was all it needed. She twisted and strained, but the Mal'akh's power forced her eyes shut and thrust her down, down, down...

The Doctor screamed her name in frantic tones, but all she saw before blacking out was darkness.


	10. Chapter 9

_ Donna suddenly found herself standing in the TARDIS. She blinked once, then realised that the ship was on fire. The red and orange flames lapped at the buttons and railings, devouring the sentient ship whole. She screamed, but heard no sound come from her lips._

_ She almost took a step forward, but froze instead. Crouched next to the flaming console was... her._

_ She glanced down at her hands and found that she seemed to be transparent, a phantasm. She felt no heat from the fire, nor heard a sound inside the ship. She raised her eyes and watched helplessly as her double reached for a container. Inside, the Doctor's extra hand bubbled and sparkled away._

_ No matter how loud she shouted, Donna could not get her other self to respond. Unheard... Well, that was pretty normal, wasn't it? She tried to walk forward, but realised that she could not move. Helplessly, she watched herself be devoured by the golden light in the jar..._

_ Suddenly, the scene changed. Everyone was captured. "Everyone?" she thought. "I don't know most of these people." They were gathered together on the deck of an unknown ship. She saw herself being attacked, cast backward by the shot of a creature that looked a bit like a prawn. Was she... dead?_

_ The Doctor turned to her and seemed to look straight through her ghost-like body. He seemed to be the only one who saw her, but it was enough to set her on edge. "You did this, Donna."_

_ She opened her mouth to speak, but no sound came out. She flailed her arms helplessly, but he continued to glare at her with his Last-of-the-Time-Lords look, the gaze that she had named so appropriately. "You brought us both here, Donna Noble. You caused the death of all these humans."_

_ She had no idea what he was talking about, but he was scaring her. His brown eyes seemed to drift into her own, seeing the core of her. Her insecurities, confusion. Her fear. She felt... frightened of him. For the first time in her life, she was properly scared of the Doctor._

_ A disturbing voice came from her right and she turned to see one of the metal robots scattered about the room. It was smashed open and a grotesque, squid-like creature spoke to her between maniacal giggles. "Child of Time, the one whose name means "noble woman". There is nothing noble about you, is there? He will kill you and throw you aside. Like a scrap of meat too dry to devour." Its eyes unnerved her, but before she could respond, the surroundings began to fade._

_ The scene jerked and sputtered like an old television on its last leg. The metaphorical static cleared and she saw herself and the Doctor, alone in the TARDIS. He looked forlorn and she looked... magnificent. She could hear every word that they were saying, clear as crystal._

_ "I thought we could try the planet Felspoon... just 'cause. What a good name, 'Felspoon'. Apparently its got mountains that sway in the breeze. Mountains that move. Can you imagine?" The ghost-Donna cocked her head. The Doctor had never mentioned these moving mountains before._

_ "And how do you know that?"_

_ "Because it's in your head! And if it's in your head, it's in mine!" The phantasm was confused. How was that possible? That she knew everything the Doctor did? It would be amazing, no doubt, but how?_

_ "And how does that feel?" he asked._

_ "Brilliant! Fantastic! Molto bene! Great big universe packed into my brain. You know you cou__ld fix that chameleon circuit if you just try hotwiring the fragment links and superseding the binary, binary, binary, binary, binary, binary, binary, binary, binary, binary, binary, binary, binary, binary, binary-" She watched her other self gasp, then move away from the console. "I'm fine!"_

_ The Doctor's face never changed. Not the slightest bit. It was then that she knew. "He knows exactly what's going on!" Ghost-Donna thought. It didn't look good from where she was standing._

_ "Nah, nevermind Felspoon. You know who I'd like to meet? Charlie Chaplin. I've heard he's great, Charlie Chaplin. Shall we do that? Shall we go and see Charlie Chaplin?" She watched her other self pick up the TARDIS's phone and speak into it as though someone else was there. She felt a pang of realisation. She was going barmy. "Shall we? Charlie Chaplin? Charlie Chester, Charlie Brown. No, he's fiction, friction, fiction, fixen, mixen, rixten, brixton-" She gasped, leaning heavily against the console. Ghost-Donna tried to move, to communicate with the both of them, but she couldn't. Her sense of helplessness was increasing exponentially; soon, it would change to panic.  
>"Oh, my God."<em>

_ "Do you know what's happening?" she heard the Doctor ask. The look on his face was calm, resigned, but so, so sad. He approached her slowly as she raised her head from the console._

_** "**__Yeah," she replied softly. Ghost-Donna flailed her arms, in case either of them would notice her, but they continued their conversation, completely oblivious to the third person in the room. She attempted to pull her feet from the floor, but they were lead. Her body would not move.__**  
><strong>_

_"There's never been a Human-Time Lord metacrisis before now. And you know why," he said gently. His eyes were dark, full of a sorrow she hadn't seen since he lost Jenny. Like someone had died._

_ "Because there can't be," she whispered. Suddenly, she watched herself turn away from the Doctor and begin to fiddle with the TARDIS controls, something that she now properly understood. "I want to stay."_

_ "Look at me." She refused, though the ghost version of her was watching the exchange closely. Frustrated, the ghost tried to reach for the railing, but found that her hands went right through it. "Donna, look at me." Finally, she does._

_ She sighs. "I was gonna be with you... Forever." She saw tears welling up in her double's eyes and felt tears welling up in her own at the same time._

_ "I know." The weight of those two words sends the ghost's tears falling._

_ "Rest of my life. Travelling... in the TARDIS. The DoctorDonna." Suddenly, her Time Lord brain brings the truth to the fore-front of her mind and the realisation almost makes her knees buckle. "No. Oh, my god... I can't go back. Don't make me go back." Tears slide down her double's cheeks as she watches in sheer horror. "Doctor. Please... Please d__on't make me go back." Her other self stared into the Doctor's eyes like she had known him her whole life, like she finally understood._

_ The Ghost-Donna's eyes widened in recognition. He was making her leave. Oh god, please no. She didn't want to leave. She was going to be with him forever. Forever! She tried to scream, move, anything. But she was frozen in place. She tried to slam a hand on the railing once again, but it was no more solid this time than the last._

_ The Doctor gently raised his hands to her shoulders, looking into her blue eyes with a silent beg for forgiveness. "Donna. Oh, Donna Noble. I am so sorry. But we had the best of times. The best." He stared into her eyes one last time. "Goodbye."_

_ "No! No, please! Please! No, no! No!" He placed his hands on the side of her face and suddenly, the phantasm was in that other body, watching him advance toward her. She could not speak, or scream, or move. She felt his fingers against her temples and her tears running down her cheeks. Her last thought was fleeting and full of the sorrow of the universe. "I don't wanna go!"_

_ "No!" She felt herself slip into an even deeper darkness as he erased her mind._


	11. Chapter 10

_ It took him several moments to realize it, but the Doctor finally looked at his surroundings and came to the conclusion that he was dreaming._

_ He was surrounded on all sides by Daleks that were impossibly large and impossibly there._

_ It was an odd thing, to realize that one was dreaming. Lucid dreams had never been his forte and he seemed to not be in control of this dream either. A vague thought of a yellow, bird-like creature crossed his mind, then disappeared as he was sucked into a jumble of words and images._

_ Davros had returned. He tried to move his mouth, to say something, but he could not make a sound. It was odd for him not to make noise; he was the Doctor. He was always talking, always explaining, always monologuing. He did so enjoy the monologuing._

_ Davros cursed his name as Daleks spun around him out of control. There stood another him – a perfect copy – and Rose and Sarah Jane, and everyone else this face knew and held dear. And brightest of all, shown Donna. He could tell there was something different about her, about the way she walked and spoke. They flew away in the TARDIS and everyone left, everyone except her._

_ And then she was rattling on about Felspoon and he watched his other self, the pit of his stomach filling with dread. He couldn't bear to watch this happen to her. He knew what was coming. He closed his eyes._

_ And just like that, he stood among flakes of snow on planet Earth. He looked around frantically for any signs of Donna or the others, but saw neither. Instead he saw himself, prancing around like King of the world. There was something different about himself too. He could see it in his own face._

_ He heard himself speak and realized what exactly he had done. How was this possible? How could he lose himself so completely? Where was Donna?_

_ Captain Adelaide Brooke, for he knew her identity simply from her face, drew her gun and he saw it. He __**saw**__ it. He felt his feet cemented to the snow as he tried to run. His other self walked smugly back to the TARDIS, then heard the gunshot._

_ The horror of what he had done, the shame, the guilt, overwhelmed him. He fell to the snow, as did his other self, but only the dreaming Doctor cried._


	12. Chapter 11

Hello everyone. I sincerely apologize for the long absence. This semester at University has been a lot harder to manage with a part-time job. (I've written 4 one-shots in 2 months, which is absolutely horrid.) But I'm on Spring Break now! Hooray! Hopefully I'll be able to kick out a few more chapters of this story before it's over. I have no intention of quitting this story, it's just going to take me a while. I beg your patience and thank you for it so far. Hope you enjoy.

* * *

><p><em>"<em>_What__ other __dungeon __is__ so __dark __as __one__'__s __own __heart__! __What__ jailer __so __inexorable __as __one__'__s __self__!"_

_Nathaniel__ Hawthorne_

* * *

><p>The Doctor woke first. He jolted from his slumped position, dual hearts pumping at a furious pace. It took him several moments to realize that he was crying. He was breathing heavily as well, but... Why?<p>

There was something, something important. It was grave and terrible and frightening. But for the life of him, he couldn't remember what it was.

Donna stirred in the cell beside him. He shouted her name and she was fully awake within moments. She was crying as well, harsh, heaving sobs.

"Donna, why are you crying? What happened in your dream?"

"I don't..." she paused, stilling her lungs. "I don't remember. But I was so _scared_..."

A blood-curdling sound reached their ears and they turned their gazes to the Mal'akh, the same one as before. She was laughing. "Poor little humans. So very frightened."

"What did you do?" The Doctor demanded. "What have you done?"

The Mal'akh continued it's laugh, a sound like nails on a chalkboard. "I forgot to mention the best part. You can't remember a thing when you wake up. Terrified of the future, but you can't remember why. But I do."

Donna tried in vain to reach her face and wipe the tears away. "What's the point of that, though? If we don't remember what it was, how can it scare us?"

The beast turned its eyes to her. "That's the entire point, stupid human. There is something coming, for both of you. Something terrible. You both woke with tears on your faces, but you don't know what lies ahead. Doesn't that terrify you?"

"No," the Doctor replied immediately, lying through his teeth. "Why can you remember?"

"It's food, of a sort," the Mal'akh female replied. "It gives us the most wonderful sensations. It wakes us when we are tired, feeds us when we are hungry."

"Seems like a lot of work," the Time Lord commented, then launched into another question. "But if your planet was taken, why weren't you on it?"

The beast frowned, or made an expression that they both guessed was supposed to be a frown. "Our food supplies were waning. We were given ships, in exchange for service. And now our planet and our Broodmother are gone."

"Service to the 456?" The Doctor asked, surprised. Surely the 456 wouldn't be that stupid. It wasn't exactly a smart move to give a race like the Mal'akh a bunch of ships and expect loyalty. But then again, the 456 had obviously not obeyed their own rules either. Perhaps it was a part of their plan to steal the planet - and the Broodmother - but why? What purpose would that serve? And more importantly, _how_ would they have done it?

"We had only to steal the children, and pillage other planets for their livestock and animals. We have enough food now to last us months and months." The Mal'akh crept close to the metal bars, watching Donna with hungry eyes. The Doctor frowned, wishing it would stay away from them both. It observed Donna for a moment, then spoke in a strange, trance-like voice:

_"__Dreams __hereafter__ shall__ not __be_

_Anything __less__ than __misery_

_Walk__ alone__ without__ a__ friend_

_Knowing __nothing __of __the __end__"_

Donna blanched. "What's that supposed to mean?" She looked to the Doctor, but he only shrugged his shoulders in confusion. The creature's gaze turned to him now, eyes glazed over:

_"__There__ was __an __old __man __from__ Gallifrey_

_Who __stole __a __TARDIS __and __ran __away_

_Loneliness __is __his __only __friend_

_Dual__ hearts __that __can __never __mend_

_He__ runs __away __from__ all __he__'__s __done_

_Takes__ people__ along__, __just__ for__ fun_

_Sometimes __they __get __hurt __and __die_

_But__ he__ can__'__t__ bother __to__ say__ goodbye__"_

"What?" The Time Lord spat. "That's not-" He stopped. She was taunting them. About their future. The future that she knew and they didn't. "Stop it, now."

The trance ended and the beast grinned with mirth. "Never." She paused, seemingly to think something over before speaking. "I think it's time for beddy-bye again, don't you?"

The monster fell upon them again with its power, and both screaming time travelers succumbed to nightmare-filled sleep.


	13. Chapter 12

_ Donna felt herself wake in a strange sort of trance. She could feel her arms, legs, her whole body, but she could not move an inch. It took her a moment to realise that she was asleep in her bed at home - her mother's home - and she had no clue how she'd gotten there._

_ When her body began moving on its own, she screamed._

_ A rush of fear overtook her when her body made no noise. She desperately tried to move anything, even a single finger, but nothing happened. Her body seemed automated, like a robot. She watched from inside her own head as she picked up her cell phone to check her texts._

_ "Planets in the sky?" she thought to herself. "The Doctor would have a hand in that." She clung to that idea, that the Doctor might be here somewhere and could tell her what was going on. She still could not move her body, and now she was up and out of her bed, walking into the living room._

_ It was then that she saw him, looking down at the floor like he could not bear to see her. "I was asleep, ON my bed, IN my clothes, like a flippin' kid! What did you let me do that for?" Her mother and grandfather looked upset, but her body refused to give them acknowledgement. She looked to the Doctor and tried to move, fighting against this robot of a body, but not a single word of her own left her lips. "Don't mind me. Donna."_

_ The Doctor smiled tightly and stood to shake her hand. "Smith. John Smith."_

_ "Mr. Smith was just leaving," Sylvia snipped._

_ Donna's mind switched to panic mode. He couldn't just leave. Why would he be leaving without her? And why couldn't she speak or move or-_

_ "My phone's gone mad! Thirty-two texts, Veena's gone barmy, she's saying planets in the sky - WHAT have I missed now?" Vaguely, her body spoke to The Doctor. "Nice to meet you."_

_ Her body took her back into the kitchen, away from him, the last place she wanted to be. This had to be some sort of alien plot, trapping her mind and controlling her body. It had to be. Maybe whatever was controlling her told The Doctor that she wanted to go home. That could explain it. But what would make him believe that?_

_ And then he walked into the kitchen with his stupid hair and his stupid shoes and stupid coat and she had never been so happy to see his barmy face. She heard herself rattling on about pubs and Susie Mayor. And then the Doctor said goodbye._

_ Goodbye? Oh no. No no no no no. He can't just leave. "That isn't how it works, Spaceman!"_

_ Her robot-like body would give her no quarter. She fought tooth and nail against its hold, but nothing would break it. If The Doctor left now, she might never see him again. The thought made her heart burn with loneliness, as much as she could feel her heart right now._

_ Wait... She felt her heart burn..._

_ If that was true, she must have some control over this body. Emotions! Emotions that were strong enough to freeze stars and melt galaxies._

_ She closed her metaphorical eyes and focused on that feeling. Her happiness at being with The Doctor, the sorrow at him leaving her behind. Her loneliness without him, the joy at flying through time and space in the TARDIS._

_ She felt a shudder run from her feet to the top of her head, and then she fell back into darkness._


End file.
